The Net Worth Certificate for SEBI Accreditation Has Changed: What CAs Need to Issue Now

The Net Worth Certificate for SEBI Accreditation Has Changed: What CAs Need to Issue Now

A fund manager in Mumbai sent me a certificate last month that one of his prospective investors had obtained from their CA. The certificate stated the investor's exact net worth, broke it down by asset class across three pages, and attached a balance sheet summary as an annexure. It was thorough. It was also two formats behind.

SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026 changed the net worth certificate requirements for SEBI accredited investor onboarding with immediate effect. The detailed break-up annexure is gone. The actual net worth figure is now optional. What remains is a certification that the threshold has been met — a binary confirmation, precisely framed.

What the January 2026 Circular Changed

Before January 9, 2026, the CA's certificate was required to: (1) state the applicant's actual net worth, (2) confirm the financial asset sub-threshold was met, (3) include a detailed break-up as an annexure. The January 2026 circular dispensed with requirements 1 and 3. What remains mandatory is the threshold confirmation — which threshold qualifies and that the applicant's position meets it.

What the New Certificate Must State

A compliant post-January 2026 net worth certificate must include:

• Client's full legal name and PAN
• Date as on which net worth is certified
• CA's name, firm name, ICAI membership number, and UDIN
• Reference to SEBI (AIF) Regulations, 2012 and to SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026
• Identification of the applicable threshold (income ≥ ₹2 crore; OR net worth ≥ ₹7.5 crore with ₹3.75 crore in financial assets; OR income ≥ ₹1 crore + net worth ≥ ₹5 crore with ₹2.5 crore financial assets)
• Clear statement: "I certify that [client name]'s [income / net worth] as on [date] meets the above threshold as required under the SEBI Accredited Investor framework."

What to omit: the detailed asset-liability break-up annexure (no longer required); the actual net worth quantum (unless client requests and consents to disclosure).

The Underlying Calculation Still Happens

The circular simplifies what is disclosed — not the verification. The CA still needs to obtain financial statements, compute net worth, separately compute the financial asset component for sub-threshold verification, and satisfy themselves the threshold is genuinely met. The certificate is a cleaner output of a process that remains the same.

Financial Assets vs Physical Assets — The Sub-Threshold

For clients qualifying on the net worth route (₹7.5 crore), at least ₹3.75 crore must be in financial assets. Financial assets include: listed equity shares, mutual fund units, bonds/debentures/G-Secs, FDs, PF/NPS/superannuation balances, life insurance surrender value, AIF units. NOT included: residential property, commercial real estate, agricultural land, jewellery, vehicles. A client with ₹8 crore net worth but ₹6 crore in real estate fails the sub-threshold — this check must be performed even without disclosing the breakdown.

Practical Workflow

For CA firms: keep a standard data-collection template covering financial assets, physical assets, and liabilities; compute net worth and financial asset component internally; issue a single-page certificate in the post-January 2026 format — threshold confirmed, no annexure, UDIN generated; calendar the expiry date (one year from certification).

I'm CA Harun Raaj, Visakhapatnam. If your firm needs the updated certificate format or if an AIF manager is questioning a certificate you've already issued, reach out.

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